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B&W INSTRUMENTATION & ELECTRICAL LD - Posting of Circular and Notice Convening the Scheme Meeting

Release Date: 14/02/2014 07:05
Code(s): BWI     PDF:  
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Posting of Circular and Notice Convening the Scheme Meeting

B & W INSTRUMENTATION AND ELECTRICAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 2001/008548/06)
Share code: BWI ISIN: ZAE000098687
(“B&W”)


              POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING



1. INTRODUCTION

Shareholders are referred to the joint cautionary announcement released on SENS on 4 November 2013 and
published in the press on 5 November 2013, the firm intention announcement released on SENS on
2 December 2013 and published in the press on 3 December 2013 in connection with the firm offer by ELB
Group Limited (“ELB Group”) in terms of which ELB Group offered to acquire, either itself or through one of its
subsidiaries, the entire issued ordinary share capital of B&W, excluding the B&W ordinary shares held by B&W
subsidiaries (“Scheme Shares”) by way of a scheme of arrangement (“Scheme”) to be proposed by the board
of directors of B&W between B&W and the holders of Scheme Shares, in terms of section 114(1)(d) of the
Companies Act, No 71 of 2008, as amended (“the Companies Act”) and the joint announcement relating to the
pro forma financial effects of the Scheme and withdrawal of cautionary announcement released on SENS on
6 February 2014 and published in the press on 7 February 2014.

B&W Shareholders are hereby advised that the circular (“Circular”) providing them with the relevant information
regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the B&W Shareholders
("Scheme Meeting") was posted to B&W Shareholders on 13 February 2014. The Circular will also be available
on the B&W website (www.bwie.co.za).

2. NOTICE CONVENING THE SCHEME MEETING

Notice is hereby given that the Scheme Meeting will be held at 11:00 on Friday, 14 March 2014 Ascot Mews,
19 Heidelberg Avenue, Newmarket, Alberton, 1449, for the purpose of considering, and, if deemed fit, passing,
with or without modification, the resolutions set out in the notice convening the Scheme Meeting.

3. IMPORTANT DATES AND TIMES

The important dates and times relating to the Scheme (“Timetable”) are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.

Action                                                                                                             2014

Record date for Shareholders to be recorded in the Register in order to be entitled to
receive the Circular                                                                                 Friday, 7 February

Posting of the Circular to Shareholders and notice convening Scheme Meeting
released on SENS                                                                                  Thursday, 13 February

Notice convening Scheme Meeting published in the South African press                                Friday, 14 February

Last day to trade in Shares in order to be recorded in the Register on the Voting
Record Date (Voting Last Day to Trade)                                                              Friday, 28 February

Voting Record Date for Shareholders to be recorded in the Register in order to be
eligible to vote at the Scheme Meeting                                                                  Friday, 7 March

Forms of Proxy to be received by the Transfer Secretaries by 11:00 on                               Wednesday, 12 March

Last date and time for Shareholders to give notice to B&W objecting to the Special
Resolution approving the Scheme in terms of section 164 of the Companies Act by
11:00 on                                                                                               Friday, 14 March
Scheme Meeting at 11:00 on                                                                             Friday, 14 March

Results of Scheme Meeting released on SENS                                                             Friday, 14 March

Results of Scheme Meeting published in the South African press                                         Monday, 17 March

If the Scheme is approved by B&W Shareholders at the Scheme Meeting:

Last day for Shareholders who voted against the Scheme to require B&W to seek court
approval for the Scheme in terms of section 115(3)(a) of the Companies Act                             Monday, 24 March

Last day for B&W to send notice of adoption of Special Resolution to Dissenting
Shareholders, in accordance with section 164 of the Companies Act                                      Monday, 31 March

Last day for a Shareholder who voted against the Scheme to apply to court for leave to
apply for a review of the Scheme in terms of section 115(3)(b) of the Companies Act                    Monday, 31 March

Action                                                                                                             2014
The following dates assume that no court approval or review of the Scheme is required
and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional:

Expected Fulfilment Date                                                                             Wednesday, 9 April*

Finalisation announcement expected to be released on SENS                                            Wednesday, 9 April*

Finalisation announcement expected to be published in the South African press                        Thursday, 10 April*

Expected last day to trade in Shares in order to be recorded in the Register on the
Scheme Record Date (Scheme Last Day to Trade)                                                       Wednesday, 16 April*

Expected date of suspension of listing of Shares on the JSE                                          Thursday, 17 April*

Expected Scheme Record Date on which Shareholders must be recorded in the
Register to receive the Scheme Consideration                                                            Friday, 25 April

Expected Operative Date of the Scheme                                                                  Tuesday, 29 April

Scheme Consideration expected to be posted/credited to Certificated Scheme
Participants (provided their Form of Surrender and Transfer (pink) are received on or
prior to 12:00 on the Scheme Record Date), on or about                                                 Tuesday, 29 April

Dematerialised Scheme Participants expected to have their accounts with their CSDP
or broker credited with the Scheme Consideration, on or about                                          Tuesday, 29 April

Expected termination of listing of Shares at commencement of trade on the JSE                        Wednesday, 30 April

* These dates supersede the dates in the Circular.

Notes:
1.   All dates and times in respect of the Scheme are subject to change by mutual agreement between B&W and ELB Group
     and the approval of the JSE and Takeover Regulation Panel. The dates have been determined based on assumptions
     regarding the dates by which certain regulatory approvals including, but not limited to, that of the Competition Authorities,
     will be obtained and that no court approval or review of the Scheme will be required. Any change in the dates and times
     will be released on SENS and published in the South African press.
2.   Shareholders are referred to paragraph 11 of the Circular regarding timing considerations relating to the exercise of the
     Appraisal Rights afforded to Shareholders.
3.   Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate,
     settlement of trades takes place five Business Days after such trade. Therefore persons who acquire Shares after the
     Voting Last Day to Trade (i.e. Friday, 28 February 2014) will not be eligible to vote at the Scheme Meeting. Provided the
     Scheme is approved, Shareholders who hold Shares on the Scheme Record Date (expected to be Friday, 25 April 2014)
     will participate in the Scheme (i.e. sell their Shares to ELB Group in accordance with the Scheme for the Scheme
     Consideration).
4.   A Shareholder may submit a Form of Proxy at any time before the commencement of the Scheme Meeting (or adjourned
     or postponed Scheme Meeting) or hand it to the Chairman of the Scheme Meeting before the appointed proxy exercises
     any of the relevant Shareholder’s rights at the Scheme Meeting (or adjourned or postponed Scheme Meeting), provided
     that should a Shareholder lodge a Form of Proxy with the Transfer Secretaries less than 48 hours (excluding Saturdays,
     Sundays and official public holidays) before the Scheme Meeting, such Shareholder will also be required to furnish a
     copy of such Form of Proxy to the Chairman of the Scheme Meeting before the appointed proxy exercises any of such
     Shareholder’s rights at the Scheme Meeting (or adjourned or postponed Scheme Meeting).
5.   If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial Scheme Meeting will remain
     valid in respect of any adjournment or postponement of the Scheme Meeting.
6.   All times are local times in the Republic of South Africa.
7.   If the Scheme becomes operative, Shares may not be Dematerialised or rematerialised after the Scheme Last Day to
     Trade.



Johannesburg
13 February 2014

Corporate and Designated Advisor to B&W
Merchantec Capital

Legal Advisor to B&W
Fluxmans Inc.

Date: 14/02/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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